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EXHIBIT 10.30
AMENDMENT TO LEASE
This Amendment to Lease (the "Amendment") is entered into as
of the 22nd day of August, 1995, by and between 1500 LIMITED
PARTNERSHIP, a Michigan limited partnership (the "Landlord"), as
landlord, and XXXXX CORPORATION, a Michigan corporation (the
"Tenant"), as tenant, who agree as follows:
RECITALS:
A. Landlord and Tenant entered into a certain Lease dated
as of February 1, 1994 (the "Lease"), covering certain real
property and improvements located in the City of Troy, Michigan,
as more particularly described in the Lease (the "Premises").
B. Automatic Data Processing, Inc. ("ADP"), a Delaware
corporation, has agreed to guaranty Tenant's obligations under
the Lease pursuant to a certain Lease Guaranty of even date
herewith.
C. Landlord and Tenant desire to modify the Lease in
certain other respects and have agreed to enter into this
Amendment in order to evidence such modifications.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:
1. Except as otherwise modified herein, the terms and
conditions of the Lease shall remain in full force and effect.
2. All capitalized terms not defined herein shall have the
meaning ascribed to them in the Lease.
3. Sections 7.1 and 7.2 of the Lease are hereby deleted in
their entirety and replaced with the following new Sections 7.1
and 7.2:
7.1 Tenant shall not make: (i) any structural
alterations, additions or improvements to the Leased
Premises, or (ii) any non-structural alterations, additions
or improvements costing in excess of $50,000.00, without
Landlord's prior written approval, which approval, in the
case of interior non-structural alterations, additions or
improvements shall not be unreasonably withheld, but which
approval, with respect to exterior and structural
alterations (including electrical, mechanical, HVAC, and
plumbing systems), may be withheld by Landlord in its sole
discretion, provided, however, Landlord agrees not to
unreasonably withhold its approval of alterations to the
electrical, mechanical, HVAC and plumbing systems so long as
such alterations do not negatively impact the other tenants
of the Building or the appearance of the Building. In the
event of disapproval of Tenant's proposed alterations,
additions or improvements, Landlord shall give to the Tenant
an itemized statement of the reasons therefor. If Landlord
does not disapprove the plans and specifications or
proposals of Tenant within fifteen (15) business days after
the same have been received by Landlord, such plans,
specifications or proposals shall be deemed to have been
approved by Landlord. All alterations, additions or
improvements made by Tenant to the Leased Premises, except
movable office furniture and equipment installed at Tenant's
expense, shall be the property of Landlord and remain upon
and be surrendered with the Leased Premises at the
expiration of the term hereof. On February 1, 1994,
Landlord paid Tenant an improvement allowance of
$100,000.00. At any time prior to December 31, 1996,
Landlord shall reimburse Tenant in an
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additional amount not to exceed $700,000.00 for any
permitted alterations, renovations, and improvements to the
Leased Premises made and paid for by Tenant within ten (10)
days of receipt by Landlord of appropriate lien waivers and
invoices marked paid for completed work in form and content
acceptable to Landlord. Landlord and Tenant acknowledge
that Tenant intends to make certain alterations and
improvements which will be identified by Tenant subsequent
to the date hereof and subject to the approval of Landlord
as herein provided. Tenant acknowledges that all
extraordinary maintenance costs and utility costs relating
to Tenant's improvements, alterations or additions shall be
paid for by Tenant.
7.2 Tenant shall only use contractors approved by
Landlord for any permitted alterations, additions or
improvements to the Leased Premises and Tenant shall obtain
all necessary governmental certificates, licenses, permits
and approvals for any such alterations, additions or
improvements at its sole cost and expense. The foregoing
notwithstanding Landlord shall not withhold its consent to
Tenant's choice of contractor so long as such contractor is
licensed in the State of Michigan, insurable and bondable,
and of a good reputation and experience in similar types of
work. Except as set forth in Section 7.1 hereof, Tenant
shall not be entitled to any reimbursement or compensation
resulting from its payment of the costs or expenses of
constructing any improvements, alterations or additions to
the Leased Premises. Tenant shall not permit any
construction or mechanic's liens to be placed or remain upon
the Leased Premises. In the event that such construction or
mechanic's liens are placed on the Leased Premises, Tenant
shall remove or bond over same within thirty (30) days of
demand by Landlord. Tenant's failure to do so shall
constitute an Event of Default hereunder giving Landlord the
right, inter alia, to terminate this Lease upon thirty (30)
days prior written notice to Tenant. In addition, Tenant
shall indemnify and hold harmless Landlord from any cost or
expense whatsoever (including reasonable attorney fees)
arising from Tenant's permitting a construction or
mechanic's lien to be placed on the Leased Premises.
Landlord has no obligation and has made no promise to alter,
remodel, improve, repair, decorate, or paint the Leased
Premises or any part thereof. No representations with
respect to the condition of the Leased Premises or the
Building have been made by Landlord to Tenant, except as
specifically herein set forth.
4. Notwithstanding the provisions of Lease to the
contrary, Tenant shall be permitted to self-insure all of its
insurance obligations under Sections 11.2, 11.3, 11.4 and 11.5 of
the Lease and no insurance certificates shall be required from
Tenant for such coverages which are self-insured by Tenant,
provided Tenant satisfies the following terms and conditions:
(a) Tenant is and remains an entity controlled by ADP;
(b) ADP has a net worth equal to or in excess of
$100,000,000.00 at all times during the term of this
Lease; and
(c) ADP is and remains a guarantor of all of Tenant's
obligations under this Lease.
Upon written request of Landlord, Tenant shall deliver, or
cause ADP to deliver, to Landlord, the annual published financial
statements of ADP. In the event Tenant is able to satisfy the
foregoing conditions and elects to self-insure, Tenant hereby
agrees to release, indemnify and hold harmless Landlord from and
against any and all liability for claims, costs, expenses, losses
or damages
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which Tenant incurs and which would have been covered by
insurance had Tenant maintained the insurance coverages specified in the Lease
rather than electing to self-insure.
5. Section 36 of the Lease is hereby deleted in its
entirety and is no longer of any further force or effect.
6. Notwithstanding anything contained herein to the
contrary, the parties hereto acknowledge and agree that this
Amendment shall become effective on the effective date of the
merger of ADP Mergerco, Inc. with and into Xxxxx Corporation and
shall be of full force and effect thereafter. In the event that
the merger of ADP Mergerco, Inc. with and into Xxxxx Corporation
is not effectuated on or before January 31, 1996, this Amendment
shall be null and void and of no force or effect.
7. This Amendment may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all
of which shall constitute one (1) original.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
LANDLORD:
1500 LIMITED PARTNERSHIP,
a Michigan limited partnership
By: RUDGATE CORP., a Michigan
corporation, its general partner
By: Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
TENANT:
XXXXX CORPORATION, a Michigan corporation
By: Xxxxxxx X. Xxxxxxxxxx
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Its: President
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Accepted and Approved by:
NBD BANK
By:
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Its:
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